10-K
1
f10k2020_quantumcomputing.htm
ANNUAL REPORT
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-K
(Mark One)
☒ Annual Report Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended
December 31, 2020
or
☐ Transition Report Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
For the transition period
from __________________ to __________________
Commission File Number: 000-56015
QUANTUM COMPUTING INC.
(Exact name of registrant as specified in
its charter)
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
215 Depot Court SE, Suite 215
Leesburg, VA 20175
(Address of principal executive offices)
(703) 436-2121
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section
12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
None None None
Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No
☒
Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check
mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check
mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that registrant was required to submit and post
such files. Yes ☒ No ☐
Indicate by check
mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.
The aggregate market value of the voting and non-voting common
stock held by non-affiliates of the registrant as of June 30, 2020 was $13,430,257 based on the closing price of $2.68 per share
of Quantum Computing, Inc. common stock as quoted on the OTC Marketplace on that date.
As of March 16,
2021, there were 28,667,925 shares of the registrant’s common stock outstanding.
Documents Incorporated
by Reference
N/A.
TABLE OF CONTENTS
PART I
ITEM 1. BUSINESS. 1
ITEM 1A. RISK FACTORS. 8
ITEM 1B. UNRESOLVED STAFF COMMENTS. 19
ITEM 2. PROPERTIES. 19
ITEM 3. LEGAL PROCEEDINGS. 19
ITEM 4. MINE SAFETY DISCLOSURES 19
PART II
ITEM 6. SELECTED FINANCIAL DATA. 20
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 22
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. 23
ITEM 9A. CONTROLS AND PROCEDURES. 23
ITEM 9B. OTHER INFORMATION. 24
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. 25
ITEM 11. EXECUTIVE COMPENSATION. 31
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 35
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. 36
Introductory
Comments
Throughout this
Annual Report on Form 10-K, the terms “we,” “us,” “our,” “the Company,” “our
Company,” “QCI” and “QUBT,” refer to Quantum Computing, Inc., a Delaware corporation, and unless
the context indicates otherwise, also includes our wholly-owned subsidiary.
i
PART I
FORWARD-LOOKING
STATEMENTS
This Annual Report
on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
In some cases, forward-looking statements are identified by terms such as “may,” “will,” “should,”
“could,” “would,” “expects,” “plans,” “anticipates,” “believes,”
“estimates,” “projects,” “predicts,” “potential” and similar expressions intended
to identify forward-looking statements.
These forward-looking
statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual
results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,
performance or achievements, expressed or implied, by such forward-looking statements. Also, these forward-looking statements represent
our estimates and assumptions only as of the date of this Annual Report on Form 10-K. Except as otherwise required by law, we expressly
disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained
in this Annual Report on Form 10-K to reflect any change in our expectations or any change in events, conditions or circumstances
on which any of our forward-looking statements are based. Factors that could cause or contribute to differences in our future financial
and other results include those discussed in the risk factors set forth in Part I, Item 1A of this Annual Report on Form 10-K as
well as those discussed elsewhere in this Annual Report on Form 10-K. We qualify all of our forward-looking statements by these
cautionary statements.
ITEM 1. BUSINESS.
History
Quantum Computing Inc. (“QCI”
or the “Company”), was incorporated in the State of Nevada on July 25, 2001 as Ticketcart, Inc. Ticketcart’s
original business plan involved in the sale of ink-jet cartridges online. Ticketcart offered remanufactured and compatible cartridges
for Hewlett-Packard, Epson, Lexmark, and Canon inkjet printers. On July 25, 2007, Ticketcart, Inc. acquired Innovative Beverage
Group, Inc. and changed its name to Innovative Beverage Group Holdings, Inc. (“IBGH”) to better reflect its business
operations at the time which was beverage distribution and product development. In 2013, IBGH ceased operations. On May 22, 2017,
one of IBGH’s shareholders, William Alessi (the “Plaintiff”), filed suit against the Company alleging “(1)
fraud; and (2) breach of fiduciary duties of care, loyalty and good faith to the Corporation’s shareholders.” Mr. Alessi’s
complaint alleged that the officers and directors of IBGH had abandoned it and allowed the Company’s assets to be wasted,
causing injury to the Company and its shareholders. Mr. Alessi sought damages of $30,000 for each claim, plus reimbursement of
filing costs of $1,000, and the appointment of a Receiver for the Company.
On August 28, 2017, the North Carolina
Court, Superior Court Division (the “North Carolina Court”), entered a default judgment for Plaintiff and appointed
an exclusive Receiver (the “Receiver”) over the Company. The default judgment provided that Innovative Beverage Group
Holdings, Inc. was (i) to issue to the Plaintiff 18,500,000 shares of free-trading stock without registration under Section 3(a)(10)
of the Securities Act of 1933, as amended, (ii) issue 100,000,000 shares of stock to Innovative Beverage Group Holdings, Inc.’s
treasury, and (iii) that the receivership be terminated upon any change of control, and that any and all claims against Innovative
Beverage Group Holdings, Inc. that were not submitted to the Receiver as of September 16, 2017, were disallowed. On October 4,
2017 the Receiver filed Articles of Incorporation in North Carolina for Innovative Beverage Group Holdings, Inc., a wholly-owned
subsidiary of the Company, (“IBGH North Carolina”). On October 26, 2017, Innovative Beverage Group, Inc. redomiciled
to North Carolina.
On January 22, 2018, while the Company
was in receivership, the Company (acting through the court-appointed receiver in her capacity as CEO and sole Director of the Company)
sold 500,000 shares (the “CRG Shares”) of its common stock to Convergent Risk Group (“CRG”, or “Convergent
Risk”), an entity owned and operated by the Company’s Chief Executive Officer, Robert Liscouski, for $155,000. On February
21, 2018, by written consent of the majority shareholder (Convergent Risk), Mr. Robert Liscouski (the Chief Executive Officer of
Convergent Risk) and Mr. Christopher Roberts were elected as members of the Company’s Board of Directors. Mr. Liscouski was
simultaneously elected as Chairman of the Board. The majority shareholder also directed the Company to take the necessary action
to change its domicile from North Carolina to Delaware and change its name to Quantum Computing Inc. On February 21, 2018, the
Company filed Articles of Conversion in North Carolina to convert the Company to a Delaware corporation with the name changed to
Quantum Computing Inc. On February 22, 2018, the Company filed a Certificate of Conversion in Delaware to convert to a Delaware
corporation with the name changed to Quantum Computing Inc. and re-domiciled to the state of Delaware on February 23, 2018.
The Computing Landscape and The End
of Moore’s Law
For the past 45 years or so, silicon-based
processor manufacturers have been able to double their processing power every 18 to 24 months, a phenomenon known in the computer
industry as “Moore’s Law.” Recently, the computer processor industry has found it increasingly difficult to offer
faster, more powerful processors due to fundamental physical effects limiting further size reduction of transistors.
Quantum computing is believed to be a potential
solution to the hard limits now being approached by conventional computers that utilize silicon-based processors. The date of practical
relevance of quantum computers is hard to determine. We believe it could be as soon as 2021, but a more conservative estimate is
that quantum computers with gradually increasing performance will be introduced by multiple vendors over the course of the next
decade.
Additionally, conventional computers are
known to struggle with optimization problems known as NP-complete problems, which are a class of mathematical
problems that can, in principle, be solved by conventional computers, with that caveat that the time to solution will grow exponentially
with the size of the problem. These NP-complete problems require complex calculations, which cannot currently be performed in
any reasonable amount of time using conventional computer systems for problem sizes relevant to many industrial and government
applications.
1
Research suggests that quantum computers
may be ideally suited to run optimization algorithms, where further advancements in quantum annealing and other quantum computing
hardware could result in computational benefit over currently used conventional systems. The ability to solve NP-complete problems
in a reasonable period of time is of particular interest in compute-heavy fields that include, but are not limited to: big data,
artificial intelligence, healthcare, and cybersecurity. We believe these are natural markets for quantum computing, due to the
immense compute power required to process large data sets, which have experienced exponential growth in size and complexity in
recent years.
Our Company
The Company is focused on providing software
tools and applications for quantum computers. We believe there is significant business opportunity in the quantum computing industry,
and that the quantum computer has the potential to disrupt several global industries. Independent of when quantum computing delivers
compelling performance advantage over conventional computing, the software tools and applications necessary for accelerating real-world
problems must be developed to deliver on quantum computing’s full promise.
Quantum computing is a fundamentally new
paradigm compared with conventional silicon-based computing, requiring a new and highly technical set of skills to create the software
that will drive quantum results. Organizations seeking to gain advantage from the promise of quantum technology must acquire and
develop skills in quantum mechanics, mathematics and physics, and a deep knowledge of the ever-changing quantum hardware. The pool
of people with those skills today is limited and in high demand.
In order to address the steep learning
curve and highly particular skillset associated with quantum computing, the Company is developing “quantum ready” software
applications and solutions for commercial and government entities looking to leverage the expected future performance of quantum
computing. We are focused on being an enabler – creating software that provide the advantages of advanced computing hardware
for forward thinking clients.
By reducing the barriers to adoption for
commercial and government entities in using quantum computing technologies to solve their most complex problems, we believe our
products will accelerate quantum technology adoption similar to the adoption curve that has been witnessed with artificial intelligence.
To this end, we are leveraging our collective expertise in finance, computing, mathematics and physics to develop a suite of
applications that may enable global industries to utilize quantum computers, quantum annealers and digital simulators to improve
their processes, profitability, and security.
Our Strategy
While the majority of the quantum computing
market is focused on Quantum Computing hardware, we realized the traditional software development toolkit (“SDK”) approach
to creating quantum computing software is poorly suited for non-quantum experts, given the completely new programming paradigm.
This
represents a significant barrier to entry for companies looking to leverage novel quantum computing capabilities for their business
needs. Utilizing quantum computers for real-world problems requires an abstract blend of a wide range of computing and non-computing
expertise, including but not limited to:
2
Given
the dramatic differences in quantum computer hardware architectures currently under development, quantum software requires a dramatic
shift from classic software, and requires creating every single circuit, gate, algorithm, action and process in software. Moreover,
the collective requirements imposed upon companies looking to utilize quantum computers can require a training period of a year
or longer, even for a highly qualified subject matter expert. Consequently, the time, difficult and expense of hiring such a diverse
and deeply knowledgeable team to create quantum applications and workflows limits any organization’s ability to move forward
quickly with the power of quantum computing.
Such
difficulties have created a significant barrier to entry in quantum computing have informed the Company’s opportunities
and goals, which are to:
Products
and Products in Development
Qatalyst
Qatalyst
(formerly Mukai) is our answer to the current state of the quantum computing industry. As the industry’s first publicly
available Quantum Application Accelerator, Qatalyst enables developers to create and execute quantum-ready applications on conventional
computers, while being ready to run on quantum computers where those systems achieve performance advantage. Qatalyst performs
the complex problem transformations necessary to be executed on a variety of quantum platforms today, and users can call upon
the same Qatalyst APIs (Application Programming Interfaces) to achieve optimization performance advantages on conventional computers
using our cloud-based solution.
Qatalyst
dramatically reduces the time-to-quality results and the associated costs for both conventional and quantum computers. Unlike
more common toolsets that require deep level quantum expertise to build new quantum problems and workflows, Qatalyst is not a
tool kit, but a complete platform. It accelerates performance and results on classic and quantum computers, with no additional
quantum programming or quantum computing expertise required. This is why it is unique in its approach to the quantum computing
industry. Instead of invoking a team of quantum specialists to transform an optimization problem, an SME or programmer submits
their current problem via a software API to the Qatalyst cloud-based platform. Qatalyst manages the workflow, optimizations, and
results, without any further intervention by the user. Qatalyst provides a unique advantage to reduce applications development
risks and costs by eliminating the need for scarce high-end quantum programmers.
3
Qatalyst is integrated with the Amazon
Cloud BRAKET API, offering access to multiple Quantum Processing Units (“QPUs”) including DWave, Rigetti, and IonQ.
Qatalyst also integrates directly with IBM’s QPUs.
By using Qatalyst, application developers
can run their applications on any or all of the available QPUs by merely selecting which QPU they prefer to run on based on the
desired performance results of the application. We believe this provides a substantial advantage over any other toolkit or platform
in the market today. These advantages are significant not just for application developers but for any company that is considering
using or exploring quantum computing technology for business applications.
Qatalyst also eliminates the need for the
low-level hardware programming expertise required by toolkits. This programming is time consuming and must be updated constantly
as QPUs evolve and change, resulting in significant development costs. Qatalyst automatically optimizes the same problem submitted
by a SME for multiple Quantum and Conventional Processors. The SME or programmer selects one, or many, processing resources and
the problem will be submitted by Qatalyst. This is an enormous advantage over any tool set in the market today. These advantages
are significant not just for application developers but for any company that is considering using or exploring quantum computing
technology for business applications.
The Company’s innovative Qatalyst
software masks the complexity of quantum programming via the Q API, a powerful six call API that users can learn in a day. Instead
of spending months or years developing new applications and workflows requiring complex and extremely low-level coding, users,
workflows or applications can immediately submit a problem to Qatalyst within a day, using the same familiar constructs they use
right now, via the Q API. Users have utilized Qatalyst’s simple API and familiar constructs to solve their first complex
problem within a week, as compared to the 6-12 months associated with quantum software toolkits.
Qatalyst
Features
Today,
SMEs can leverage the power of Qatalyst to solve high-value discrete optimization problems present in finance, bio/pharma, and
cybersecurity. Currently, Qatalyst offers the following features:
Market
Opportunity
It
is important to note that our product utilizes a software technique known as a “Solver” (qci-Qbsolv), which is a set
of instructions whose function is to calculate the minimum values of a large optimization problem, which is presented in the form
of a quadratic unconstrained binary optimization or “QUBO”. The Company’s Solvers deliver the the aforementioned
performance advantages while running on today’s conventional computers and will be able to deliver significantly improved
performance as better QPU technology becomes available. To that end, the Company is beginning to seek marketing and distribution
partnerships where our current solver technologies can be deployed to enable industry-specific application performance.
4
The Company is also working on software
products to address community detection to aid researchers in discovering correlations that may not have been imagined. We believe
that community detection holds significant promise in pharmaceutical applications such as evaluating client trial outcomes, and
in epidemiology to enable detection of common factors among a population.
In addition to commercial markets, the
Company is pursuing a number of US government funded opportunities.
The US Government, through the National
Quantum Initiative Act of 2018 (Public Law No: 115-368 - 12/21/2018) directed the President to implement a National Quantum Initiative
Program to, among other things, establish the goals and priorities for a 10-year plan to accelerate the development of quantum
information science and technology applications. (Sec. 103) The National Science and Technology Council shall establish a Subcommittee
on Quantum Information Science, including membership from the National Institute of Standards and Technology (NIST) and the National
Aeronautics and Space Administration (NASA), to guide program activities. (Sec. 104) The President must establish a National Quantum
Initiative Advisory Committee to advise the President and subcommittee on the program and trends and developments in quantum information
science and technology. Significant government funding has been allocated for research initiatives including a fiscal year 2020
Department of Energy initiative of $625 million over the next five years to establish two to five multidisciplinary Quantum Information
Science (QIS) Research Centers in support of the National Quantum Initiative. The Quantum Economic Development Consortium (QED-C),
a consortium of stakeholders that aims to enable and grow the U.S. quantum industry. QED-C was established with support from the
National Institute of Standards and Technology (NIST) as part of the Federal strategy for advancing quantum information science
and as called for by the National Quantum Initiative Act enacted in 2018. Quantum Computing Inc. is one of the founding members
of the QED-C.
Technology Provider Partnerships
The Company is pursuing a number of commercial
partnerships and research areas funded by the government that directly relate to its capabilities. To strengthen its technology
base, the Company has entered into teaming agreements with companies to partner on joint pursuit of those opportunities or to offer
services available through those partners.
Splunk Technology Alliance Partnership
Agreement
The Company is pursuing a number of research
areas funded by the government that directly relate to its capabilities. To strengthen its technology base, the Company has entered
into a Technology Alliance Partnership agreement with Splunk, Inc. (NASDAQ: SPLK). The Company is partnering with Splunk to pursue
government funded efforts to do both fundamental and applied research and develop analytics that exploit conventional large-data
cybersecurity stores and data-analytics workflows, combined with quantum-ready graph and constrained-optimization algorithms. These
algorithms will initially be developed using the Company’s Qatalyst software platform, which enables quantum-ready algorithms
to execute on conventional hardware and also to run without modification on QC hardware when ready. Once proofs of concept are
completed, the Company and Splunk will develop new analytics with these algorithms in the Splunk data-analytics platform, to evaluate
quantum analytics readiness on real-world data. The Splunk platform/toolkits help customers address challenging analytical problems
via neural nets or custom algorithms, extensible to Deep Learning frameworks through an open source approach that incorporates
existing and custom libraries. The initial efforts of our partnership with Splunk will focus on three key challenges; network security,
dynamic logistics and scheduling.
Amazon Web Services – BRAKET
Quantum Computing is the first company
with a quantum software development and execution platform to provide the widest selection of QCs via the cloud, including those
offered by IonQ, D-Wave, Rigetti, and others via Amazon Braket. Amazon Braket is a fully managed quantum computing service that
helps researchers and developers get started with the technology to accelerate research and discovery. Amazon Braket provides a
development environment for users to explore and build quantum algorithms, test them on quantum circuit simulators, and run them
on different quantum hardware technologies. Quantum Computing provides access to subject matter experts and applications developers
to quantum computers available on Amazon Braket via its Qatalyst software. The Company intends to expand the capabilities available
through the Amazon Braket service going forward, and also plans to provide access to additional quantum computers through Qatalyst
over the next several months.
5
QikStart
Management believes that the development
of real-world use cases, not just science projects, is critical to the forward momentum of quantum computing as a practical tool.
To that end, the Company has created an internally funded program called QikStart which provides access to Qatalyst and cloud-based
resources, experts, and funding to explore and push the boundaries of quantum computing for delivering practical business results,
today.
Industry Overview
We operate in the large and global high-performance
computing industry, which is comprised of hardware, software, and services for compute intensive applications. The rapid adoption
of technologies such as artificial intelligence, 3D imaging, and the Internet of Things (IoT), have served to exponentially increase
the generation of data, driving up the demand for high-performance computing. Computationally intensive applications are ubiquitous
across various industries, including, but not limited to: IT, aerospace, healthcare, automotive, and e-commerce. Examples of compute
intensive applications include optimization, data management, analytics, and complex modeling. According to Grand View Research,
the High-Performance computing market was valued at $34.62 billion in 2018 and is expected to reach a value of $59.65 billion by
2025.
Quantum Computing is a nascent and rapidly
developing technology ecosystem that has shown promise in delivering potentially disruptive computing capabilities. We believe
Quantum Computing’s immense compute capabilities qualify it as a subset of High-Performance Computing. As quantum computing
hardware continues to advance, we expect a corresponding growth in demand for software capable of leveraging the compute capabilities
of Quantum Computing hardware. We are developing hardware agnostic software capable of delivering high-performance computing capabilities
to various industries while mitigating dependency risks that may emerge from a dominant quantum computing hardware vendor. As an
early participant in this rapidly growing ecosystem, we believe we are well-positioned to capture and drive a meaningful amount
of this category growth. We also believe there is a significant international market opportunity for our future products.
We expect continued growth in the research
and developing of the quantum computing industry, driven by interest from both the private and public sectors. According to an
article in the August 2018 issue of WIRED Magazine, CB Insights estimate that $241 million has been invested in quantum hardware
and software startup businesses. In addition, the US Government has committed $1.3 billion to funding quantum information science
programs under the National Quantum Initiative enacted in 2018.
The Company is a member of the Quantum
Economic Development Consortium (QED-C). The QED-C, whose members include companies such as Google and Microsoft, has been tasked
with developing the U.S. Quantum Computing Industry.
Competition
The Quantum Computing Industry is new and
rapidly developing, and as such, is and will remain dynamic and extremely competitive for the foreseeable future. As this industry
continues to grow and mature, we expect a steady influx of new products, hardware advances, and new concepts to emerge that can
dramatically transform the industry and our business. One such example would be a practical application of “quantum supremacy”,
which we expect to radically accelerate the interest and entry in the quantum computing industry. We perform a broad range of research
and development efforts to identify and position for the changing demands of future customers and users, industry trends, and competitive
forces.
6
To our knowledge, there are over 130 companies
and research universities who are known to be engaged in research and development relating to quantum computing. These entities
range in size from diversified global companies with significant research and development resources such as Google, Honeywell and
IBM to smaller privately funded startups whose narrower product focuses may let them be more effective in deploying resources towards
a specific industry demand. Our business objectives and near term strategy put us in direct competition with existing software
vendors for high performance computing, who may not be operating in the quantum computing ecosystem.
We
believe competition in this market segment will intensify. Many of our competitors may have longer operating histories, significantly
greater financial, technical, product development and marketing resources, and greater name recognition. Our competitors could
use these resources to market or develop products or services that are more effective or less costly than any or all of our products
or services.
The software segment of the quantum computing
ecosystem is still in its infancy, and to our knowledge a market-dominant entity has not yet been established. Due to the high
price point of quantum computing hardware, novel business models may emerge to adapt to consumer preferences in the high-performance
computing industry. Our ability to evolve and adapt rapidly over an extended period of time will be critical in remaining competitive.
Government Regulation and Incentives
Financial Algorithms
US firms and FINRA members that use financial
algorithms to conduct high frequency trading are subject to SEC and FINRA regulations that govern their trading activities under
long standing rules governing supervision and control practices to reduce the likelihood of market disruptions and ensure effective
communication between the firm’s compliance staff and its trading strategy personnel. Additional regulation on financial
algorithms has been proposed by the Commodity Futures Trading Commission (“CFTC”) aimed at limiting the potential for
financial algorithms and high frequency trading to disrupt markets. The proposed regulations would require firms using such algorithms
to implement pre-trade risk controls, limit self-trading and make the source code of the software programs available to the government
upon request. To the Company’s knowledge, these regulations, especially the mandatory source code disclosure provisions,
have been vigorously opposed by the industry and have not yet been implemented.
The government agencies charged with regulating
financial markets in the US and around the world have so far not closely regulated financial algorithms or algorithmic trading,
but that could change in response to future market events. The benefit of algorithmic trading is that it can bring greater liquidity,
transparency and accountability to markets, and also reduces price variations between global markets. Financial markets in many
developing countries have benefited from implementation of algorithmic trading. There are, of course, limitations to what financial
algorithms can accomplish today with conventional super computers, and when multiple algorithms trade in lockstep a single price
fluctuation can trigger a cascade of downward trades that can crash a market very quickly, before human intervention can stop the
downward spiral. This phenomenon is known as a “Flash Crash” and regulators have imposed some regulations to slow down
or suspend trading when a market drops more than a fixed percentage in a short period of time.
Encryption
The U.S. government has historically tightly
regulated the export of cryptographic technologies under the Arms Export Control Act and the associated International Traffic in
Arms regulations (ITAR) as a form of munition. The logic behind the export restrictions is that the ability to secure information
has great value to the military and intelligence agencies, and the US Government does not want those technologies sold or distributed
to foreign adversaries. These regulations were relaxed in 1996 by executive order, but restrictions are still in place under the
Export Administration Act that limit the export of some advanced encryption methods and technologies. Export of commercial encryption
products to certain designated countries and terrorist groups is restricted, as are exports of military quality encryption technologies.
Restrictions on encryption technology are in place in many other countries but the extent of regulation varies widely from country
to country. Domestically, encryption technology is largely unregulated but law enforcement, intelligence and investigative agencies
work closely with encryption technology developers to enable the US government to access encrypted data under certain conditions.
We believe that the quantum encryption and decryption products that QCI plans to develop can be marketed to government agencies
seeking to unlock encrypted data or to encrypt and protect sensitive government data from unauthorized exposure.
7
Incentives
In 2018, Congress authorized $1.3 billion
to fund quantum related research projects. This funding is being administered by the U.S. Department of Defense which will solicit
proposals for research. The Company intends to submit proposals for funding, but there can be no guarantee the Company will be
chosen or that the Company will receive any government funding. In addition, in 2018, President Trump announced the formation of
a National Quantum Initiative consisting of key technology companies working in the field of quantum computing. The Company is
a member of that Initiative and is also a member of the Quantum Economic Development Council.
In December 2018, Congress passed the National
Quantum Initiative Act (the “Quantum Act”), which was signed into law on December 21, 2018. The purpose of the Quantum
Act is to “ensure the continued leadership of the United States in quantum information science” and to develop a unified
national strategy for researching quantum information science. The Quantum Act authorizes a National Quantum Coordination Office inside
the White House’s Office of Science and Technology Policy to help coordinate research between agencies, serve as the federal
point of contact and promote private commercialization of federal research breakthroughs over the next decade.
The Quantum Act also authorized:
● Research and education centers in the National Science Foundation.
● A National Quantum Initiative Advisory Committee to advise the President.
The overall goals of the Quantum Act include
the eventual creation of industry standards for QIS development, new research grant funding and increased collaboration with the
private sector. Quantum technology, including quantum computing, has drawn significant attention from Congress and the White House
for its theoretical potential to increase computing power and disrupt encryption standards. Rival countries like China and
Russia are pushing hard to improve their own QIS capabilities.
Employees
We currently have fifteen full time employees
and five contract staff, thirteen of whom are focused on product and software development, and seven Technical Advisors (one from
the National Security Domain, four from the Quantum/AI Domain, and two from the Financial Services Domain). We also have two third
party partners providing software development and big data analysis services. The employees are not part of a collective bargaining
agreement and labor relationships are good.
ITEM 1A. RISK
FACTORS.
This Annual Report
on Form 10-K contains forward-looking statements that involve risks and uncertainties, such as statements of our objectives, expectations
and intentions. The cautionary statements made in this Annual Report on Form 10-K should be read as applicable to all forward-looking
statements wherever they appear in this report. Our actual results could differ materially from those discussed herein. Factors
that could cause or contribute to such differences include those discussed below, as well as those discussed elsewhere in this
Annual Report on Form 10-K.
8
Risks Related to Our Business
WE
HAVE A LIMITED OPERATING HISTORY.
The Company was incorporated under the
laws of the State of Nevada on July 25, 2001 as Ticketcart, Inc. Ticketcart operated as a seller of ink-jet printer cartridges
until July 2007, when Ticketcart acquired Innovative Beverage Group, Inc. and changed the name of the business to Innovative Beverage
Group Holdings, Inc. (“IBGH”), IBGH operated as a producer and distributor of non-alcoholic beverages until it ceased
operations in 2013. A group of investors acquired control of IBGH in January 2018 and redomiciled the business to Delaware on February
22, 2018 under the name Quantum Computing Inc. The Company has been engaged in developing and marketing quantum software products
since it was redomiciled to Delaware, but has not recorded any revenue from sales of products or services to date. Accordingly,
the Company has a limited operating history with which you can evaluate its business and prospects. An investor in the Company
must consider its business and prospects in light of the risks, uncertainties and difficulties frequently encountered by early-stage
companies, including limited capital, delays in product development, possible marketing and sales obstacles and delays, inability
to gain customer and merchant acceptance or inability to achieve significant distribution of our products and services to customers.
The Company cannot be certain that it will successfully address these risks. Its failure to address any of these risks could have
a material adverse effect on its business.
WE ARE NOT PROFITABLE
AND MAY NEVER BE PROFITABLE.
To date, we have not yet recorded revenues
from the sale of our products. If we are unable to generate revenues, we will not be able to achieve and maintain profitability.
Beyond this, we may incur significant losses in the future for a number of reasons including other risks described in this document,
and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown events. We incurred negative cash
flows from operating activities and recurring net losses in fiscal years 2020 and 2019. As of December 31, 2020 and 2019, our accumulated
deficit was $53,469,235 and $28,760,955, respectively.
Since inception through the present, we
have been dependent on raising capital to support our working capital needs. During this same period, we have recorded net accumulated
losses and are yet to achieve profitability. Our ability to achieve profitability depends upon many factors, including our ability
to develop and commercialize our products. There can be no assurance that we will ever achieve any significant revenues or profitable
operations.
OUR
OPERATING EXPENSES EXCEED OUR REVENUES AND WILL LIKELY CONTINUE TO DO SO FOR THE FORESEEABLE FUTURE.
We are in an early stage of our development
and we have not generated any revenues to offset our operating expenses. Our operating expenses will likely continue to exceed
our operating income for the foreseeable future, until such time as we are able to monetize our brands and generate substantial
revenues, particularly as we undertake payment of the increased costs of operating as a public company.
WE
WILL NEED ADDITIONAL CAPITAL, WHICH MAY BE DIFFICULT TO RAISE AS A RESULT OF OUR LIMITED OPERATING HISTORY OR ANY NUMBER OF OTHER
REASONS.
We expect that we will have adequate financing
for the next 24-30 months at the current level of operations. However, in the event that we exceed our expected growth rate, we
would need to raise additional capital. There is no assurance that additional equity or debt financing will be available to us
when needed, on acceptable terms or even at all. Our limited operating history makes investor evaluation and an estimation of our
future performance substantially more difficult. As a result, investors may be unwilling to invest in us or such investment may
be on terms or conditions which are not acceptable. In the event that we are not able to secure financing, we may have to scale
back our growth plans or cease operations.
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FAILURE TO IDENTIFY ERRORS IN THE
QUANTITATIVE MODELS WE UTILIZE TO MANAGE OUR BUSINESS COULD ADVERSELY IMPACT PRODUCT PERFORMANCE AND CLIENT RELATIONSHIPS.
We employ various quantitative models to
manage our business. Any errors in the underlying models or model assumptions could have unanticipated and adverse consequences
on our business and reputation.
WE MAY BE UNABLE TO DEVELOP NEW PRODUCTS
AND SERVICES AND THE DEVELOPMENT OF NEW PRODUCTS AND SERVICES MAY EXPOSE US TO ADDITIONAL COSTS OR OPERATIONAL RISK.
Our financial performance depends, in part,
on our ability to develop, market and manage new products and services. The development and introduction of new products and services
require continued innovative efforts and may require significant time and resources as well as ongoing support and investment.
Substantial risk and uncertainties are associated with the introduction of new products and services, including the implementation
of new and appropriate operational controls and procedures, shifting client and market preferences, the introduction of competing
products or services and compliance with regulatory requirements.
OUR
PROPRIETARY TECHNOLOGY MAY BE SUBJECT TO CLAIMS FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF OTHERS,
OR MAY BE INFRINGED OR MISAPPROPRIATED BY OTHERS.
We rely, and may rely in the future, upon
a combination of license agreements, confidentiality policies and procedures, confidentiality provisions in employment agreements,
confidentiality agreements with third parties and technical security measures to maintain the confidentiality, exclusivity and
trade secrecy of our proprietary information. We also rely, and most likely will rely in the future, on trademark and copyright
laws to protect our intellectual property rights in the United States and abroad. Despite our protective measures and intellectual
property rights, we may not be able to adequately protect against theft, copying, reverse engineering, misappropriation, infringement
or unauthorized use or disclosure of our intellectual property, which could have an adverse effect on our competitive position.
WE
MAY BECOME SUBJECT TO LEGAL PROCEEDINGS THAT COULD HAVE A MATERIAL ADVERSE IMPACT ON OUR FINANCIAL POSITION AND RESULTS OF OPERATIONS.
From time to time and in the ordinary course
of our business, we and certain of our subsidiaries may become involved in various legal proceedings. All such legal proceedings
are inherently unpredictable and, regardless of the merits of the claims, litigation may be expensive, time-consuming and disruptive
to our operations and distracting to management. If resolved against us, such legal proceedings could result in excessive verdicts,
injunctive relief or other equitable relief that may affect how we operate our business. Similarly, if we settle such legal proceedings,
it may affect how we operate our business. Future court decisions, alternative dispute resolution awards, business expansion or
legislative activity may increase our exposure to litigation and regulatory investigations. In some cases, substantial noneconomic
remedies or punitive damages may be sought. Although we maintain liability insurance coverage, there can be no assurance that such
coverage will cover any particular verdict, judgment or settlement that may be entered against us, that such coverage will prove
to be adequate or that such coverage will continue to remain available on acceptable terms, if at all. If we incur liability that
exceeds our insurance coverage or that is not within the scope of the coverage in legal proceedings brought against us, it could
have an adverse effect on our business, financial condition and results of operations.
10
WE
INTEND TO CONTINUE EXPLORING STRATEGIC BUSINESS ACQUISITIONS AND OTHER COMBINATIONS, WHICH ARE SUBJECT TO INHERENT RISKS.
In order to expand our solutions, services,
and grow our market and client base, we may continue to seek and complete strategic business acquisitions and other combinations
that we believe are complementary to our business. Acquisitions have inherent risks which may have a material adverse effect on
our business, financial condition, operating results or prospects, including, but not limited to: 1) failure to successfully integrate
the business and financial operations, services, intellectual property, solutions or personnel of an acquired business and to maintain
uniform standard controls, policies and procedures; 2) diversion of management’s attention from other business concerns;
3) entry into markets in which we have little or no direct prior experience; 4) failure to achieve projected synergies and performance
targets; 5) loss of clients or key personnel; 6) incurrence of debt or assumption of known and unknown liabilities; 7) write-off
of software development costs, goodwill, client lists and amortization of expenses related to intangible assets; 8) dilutive issuances
of equity securities; and, 9) accounting deficiencies that could arise in connection with, or as a result of, the acquisition of
an acquired company, including issues related to internal control over financial reporting and the time and cost associated with
remedying such deficiencies. If we fail to successfully integrate acquired businesses or fail to implement our business strategies
with respect to these acquisitions, we may not be able to achieve projected results or support the amount of consideration paid
for such acquired businesses.
IF
WE ARE UNABLE TO MANAGE OUR GROWTH IN THE NEW MARKETS IN WHICH WE OFFER SOLUTIONS OR SERVICES, OUR BUSINESS AND FINANCIAL RESULTS
COULD SUFFER.
Our future financial results will depend
in part on our ability to profitably manage our business in the new markets that we enter. Difficulties in managing future growth
in new markets could have a significant negative impact on our business, financial condition and results of operations.
WE
RELY HEAVILY ON OUR MANAGEMENT, AND THE LOSS OF THEIR SERVICES COULD ADVERSELY AFFECT OUR BUSINESS.
Our success is highly dependent upon the
continued services of our management including our Chief Executive Officer, Robert Liscouski, and our Chief Financial Officer,
Mr. Christopher Roberts. The loss of Mr. Liscouski’s and/or Mr. Roberts’ services would have a material adverse effect
on the Company and its business operations.
OUR CHIEF FINANCIAL OFFICER IS NOT
A FULL-TIME EMPLOYEE.
Our Chief Financial Officer, Mr. Christopher
Roberts, is an independent contractor and shares time with other clients. The inability to retain a full-time Chief Financial Officer,
Principal Financial Officer or governor of the financial responsibilities of the Company may impair our ability to meet our reporting
obligations and implement financial controls to protect the Company.
WE MAY NOT BE ABLE TO IMPLEMENT OUR
GROWTH AND MARKETING STRATEGY SUCCESSFULLY OR ON A TIMELY BASIS OR AT ALL.
Our future success depends, in large part,
on our ability to implement our growth strategy of expanding distribution and sales of our product portfolio, attracting new consumers
and introducing new product lines and product extensions.
Our sales and operating results will be
adversely affected if we fail to implement our growth strategy or if we invest resources in a growth strategy that ultimately proves
unsuccessful.
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CYBER SECURITY RISKS AND THE FAILURE
TO MAINTAIN THE INTEGRITY OF DATA BELONGING TO OUR COMPANY COULD EXPOSE US TO DATA LOSS, LITIGATION AND LIABILITY, AND OUR REPUTATION
COULD BE SIGNIFICANTLY HARMED.
We may from time to time collect and retain
large volumes of data relating to our business and from our customers for business purposes, including for transactional and promotional
purposes, and our various information technology systems enter, process, summarize and report such data. The integrity and protection
of this data is critical to our business. Maintaining compliance with the evolving regulations and requirements applicable to data
security and information privacy protection could be difficult and may increase our expenses. In addition, a penetrated or compromised
data system or the intentional, inadvertent or negligent release or disclosure of data could result in theft, loss or fraudulent
or unlawful use of data relating to our company or our employees, independent distributors or preferred customers, which could
harm our reputation, disrupt our operations, or result in remedial and other costs, fines or lawsuits.
COMPUTER MALWARE, VIRUSES, HACKING,
PHISHING ATTACKS AND SPAMMING COULD HARM OUR BUSINESS AND RESULTS OF OPERATIONS.
Computer malware, viruses, physical or
electronic break-ins and similar disruptions could lead to interruption and delays in our services and operations and loss, misuse
or theft of data. Computer malware, viruses, computer hacking and phishing attacks against online networking platforms have become
more prevalent and may occur on our systems in the future.
Any attempts by hackers to disrupt our
internal systems, if successful, could harm our business, be expensive to remedy and damage our reputation or brand. Our network
security business disruption insurance may not be sufficient to cover significant expenses and losses related to direct attacks
on our website or internal systems. Efforts to prevent hackers from entering our computer systems are expensive to implement and
may limit the functionality of our services. Though it is difficult to determine what, if any, harm may directly result from any